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United States securities and exchange commission logo
September 21, 2022
Beck Chen
Chief Financial Officer
Dada Nexus Ltd
22/F Oriental Fisherman's Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People's Republic of China
Re: Dada Nexus Ltd
Form 20-F for the
Year Ended December 31, 2021
Filed on April 28,
2022
File No. 001-39305
Dear Mr. Chen:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Annual Report on Form 20-F
Item 3 - Key Information
D. Risk Factors, page 16
1. In your summary of risk
factors, disclose the risk that the Chinese government may
intervene or influence
your operations at any time, or may exert more control over
offerings conducted
overseas and/or foreign investment in China-based issuers, which
could result in a
material change in your operations and/or the value of the securities you
are registering for
sale. Acknowledge any risks that any actions by the Chinese
government to exert
more oversight and control over offerings that are conducted overseas
and/or foreign
investment in China-based issuers could significantly limit or completely
hinder your ability to
offer or continue to offer securities to investors and cause the value
of such securities to
significantly decline or be worthless.
Beck Chen
FirstName
Dada NexusLastNameBeck Chen
Ltd
Comapany 21,
September NameDada
2022 Nexus Ltd
September
Page 2 21, 2022 Page 2
FirstName LastName
2. For each summary risk factor related to doing business in China,
provide a specific cross-
reference to the more detailed risk factor discussion.
3. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure to explain how this oversight
impacts your
business and your offering and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
Item 5.Operating and Financial Review and Prospects
Results of Operations, page 103
4. In your discussion, you cite multiple various factors as impacting
your results of
operations but provide no quantification of the contribution of each
factor to the material
changes in the various line items discussed. For instance, on page
104, you attributed an
increase in revenues to two factors offset by a third factor. None of
these factors
are quantified. On page 105 you attribute an increase in operations
and support costs to
two factors also offset by a third factor. Again none of these factors
are quantified.
Please see the guidance provided by Section III.D of Release 33-6835
and, as applicable
in future filings, revise throughout to quantify the impact of each
material factor discussed
when your results are impacted by two or more material factors. In
addition, you should
remove vague terms such as primarily in favor of specific
quantifications.
Financial Statements
2 Principal Accounting Policies
2.25 Segment reporting, page F-25
5. In light of the evolving nature of your business model and in
particular the new JD
Logistics business model adopted in April 2022, clarify for us how you
determined that
you operate in a single operating segment. Address for us your
consideration of the
operating segment criteria of ASC 280-10-50-1 as applicable to your
"two major
complementary business platforms: Dada Now, (your) local on-demand
delivery platform,
and JDDJ, (your) local on-demand retail platforms." Tell us your
consideration of the
aggregation criteria of ASC 280-10-50-11.
General
6. Please revise to refrain from using terms such as we or our
when describing activities
or functions of the VIEs.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Beck Chen
Dada Nexus Ltd
September 21, 2022
Page 3
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352
or Robert
Littlepage, Accountant Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Jeffrey Kauten, Staff Attorney, at 202-551-3447
with any other
questions.
FirstName LastNameBeck Chen Sincerely,
Comapany NameDada Nexus Ltd
Division of
Corporation Finance
September 21, 2022 Page 3 Office of Technology
FirstName LastName